"I want Units twenty-five through thirty-six in elevated positions at the top of the stadium, overlooking the ground! Prioritize aerial targets, but I will hang the man myselfwho passes up a ground target solely to save a bullet!"

It was surreal. One minute, thousands of people were having the time of their lives, and now… a few hundred police officers, soldiers, and Huntsmen were fightingfor all their lives.Surreal didn't quite describe it –unrealwas more like the feeling Weiss was experiencing as the neatly planned pomp and circumstance of the festival erupted into chaos. Nadia had sounded the alarm, yes – or rather, tried to – but the explosions had begun before she'd been able to communicate anything of import, tearing gaping rents in the streets of the city at a shocking rate, proceeding first near the outer wall, with each subsequent explosion demolishing a fresh structure or thoroughfare likewise ever closer to the stadium itself. In the midst of the pandemonium, she had hastened to follow Nadia to her rendezvous point when the latter was summoned, reasoning that she could more swiftly be of use there than trying to search through the chaos to find her team again, and she'd been right… Terribly, terribly right.

"Units five through twenty-four, secure all the entrances and shepherd the civilians inside! One, two, and three, the same, on this entrance – clear the pavilion, then fall back!"

Weiss didn't wait for a personal invitation; she might not be part of Stahlkreuz's regular command structure, but under these circumstances, it didn't matter – the ground at the far end of the festival grounds exploded, and Weiss sprang into action.

Rocketing across the open ground between frantic festival-goers and launching herself aloft and over rows of tables or denser clusters of fleeing people, Weiss covered the fifty or so yards between the stadium's entrance and the yawning gap torn into Vale's streets which belched forth Grimm by the dozens. Weiss arrived on the scene as though fired from a canon as she halted her precipitous advance by burying her weapon in the chest of a Beowolf. She drew out Myrtenaster's blade and transitioned smoothly into a slashing attack, depressing her weapon's trigger, both hewing her first foe in half and cutting down half a dozen more with a razor high-pressure blast of Dust-inspired wind.

It was scarcely a second later that a volley of gunfire erupted, and it was immediately evident that there was a reason why the Northern Cross division had opted for more conventional slug-throwing rifles; energy discharges from the more modern weapons - which dramatically reduced a soldier's load of ammunition, it was true enough – would strike, and in many cases fell, a single target, but with disciplined aura control and high-caliber bullets, the Dust-enhanced rounds would punch through, freezing or incinerating one target, and likewise vanquishing a second target should there be one to strike. Weiss glanced over her shoulder and nodded to the nearest man clad in the Atlesian white trench coat by way of perfunctory acknowledgment before launching back into action.

We just need to buy time…She steeled herself to face an oncoming Ursa. Just a little more time!

Rotating Myrtenaster's dust chamber, Weiss pulled the trigger again, lunging forward to plant her blade in the bearlike Grimm's gullet, freezing it solid as she withdrew and simultaneously rotated the chamber again to loose arcs of lightning into the oncoming horde, stunning nigh a score of the smaller beasts and leaving them ripe for the soldier's bayonets. The Northern Cross White Coats didn't disappoint, dispatching the lesser Grimms with ruthless efficiency, such that Weiss could confidently focus upon the unquenched wave of oncoming monstrosities clambering forth from the gaping hole in the street.

God… and this is only one…

Weiss was abruptly interrupted in her fleeting moment's peace by the head of a King Taijitu rearing out of the chasm and striking at her. She performed a backward flip to avoid the creature's striking maw, but as she landed and positioned herself for a counter-attack a thunderous discharge sounded, and the black serpentine head exploded in a plume of fire and blood. The shot had come from some forty yards back, issuing from Stahlkreuz's bolt-action rifle, Von Bredow, and when Weiss met the woman's steel grey eyes, she didn't need further explanation. No heroes… Complete the objective and pull back.

With a nod, Weiss turned from the yawning hell-mouth and summoned up a glyph on which to dash back toward the defensive line. As she rapidly closed on the shambles that had once been the Summer Blossom cafe venue though, Weiss skidded to a halt. Amid the litter of upended tables, chairs, and disintegrating Grimm corpses, Weiss saw Clara, hefting a fire extinguisher to bludgeon a small Beowolf snarling at her. The Heiress blinked with surprise as the bespectacled waitress caved the little Beowolf's head in, before shaking her head, gathering her wits, and hurrying over to chide her.

"Clara! What the hell are you still doing here?" she demanded, running the Beowolf cub through just to be sure as she approached, "this is a war zone-!"

"Oh GodPrincess, am I glad to see you!" Clara interrupted, "I don't know whatI would have done if that was a bigger one…"

"But why are you still-"

"M-Miss Clara…? Is the m-monster….?"

Weiss's eyes widened as a small boy poked his head out from behind a few upended tables, and she looked to Clara again, who nodded. "I couldn't leave the kid…"

"Right," Weiss agreed, "grab him, and don't let go; I'll get us the rest of the way."

Without a word of dissent, Clara unceremoniously scooped up the frightened toddler in one arm before meeting Weiss at the side of the wrecked café facing the stadium, still some thirty yards distant. "Okay, but I don't think I can run that fast with-,"

"Let me worry about that!" Weiss seized Clara's free arm, and at once had keyed up a glyph big enough for the three of them, sending them careening toward the relative safety of the stadium even as a fresh pack of Beowolves which managed to survive the last volley bounded over the mess of tables and chairs behind. Clara cried out in surprise at the sudden acceleration, but in a matter of seconds, the three had reached the defensive line at the stadium's southern entrance and were shielded from the onslaught by a fresh volley of withering fire.

"Get inside!" Weiss ordered, "but be careful! We aren't sure exactly what's going on!"

"You mean otherthan the Grimm invasion!?"

"Just GO!"

"Got it!"

As commanded, Clara hurried inside, still carrying the crying child, and Weiss turned to survey the conflagration. No matter how many Stahlkreuz's soldiers gunned down, the Grimm just kept coming. There had been a brief moment when Weiss thought that they could force them back into the sinkhole from which they'd come by sheer volume and discipline of fire, but then more Grimm arrived in droves from other fissures torn elsewhere in the city, and it became clear that this was going to be a siege, not a melee.

"Engineers! I want ramparts! Now!" Stahlkreuz demanded, slamming a fresh stripper clip into her rifle and transitioning the motion into an upward bayonet slash as a Beowolf closed on her, splitting its head vertically before shouldering the weapon again to fire a high-caliber Dust shell through two more oncoming lupine aberrations which finally halted in the chest of an Ursai, and all three Grimm promptly exploded,scattering arcs of lightning among their immediate neighbors. "Ramparts! Now!"

The few combat engineers Stahlkreuz had on hand hurried to obey without question, and Weiss caught on quickly to assist, setting Myrtenaster to the appropriate Dust chamber. She didn't generally use this variety for combat, so she had no qualms about emptying the whole thing to put up Stahlkreuz's defenses, and accordingly hastened to the front of the firing line, next to Nadia, who was firing off with her pistol held as steady in both hands as she could manage in the heat of the fight. From there, Weiss took a knee and planted Myrtenaster's blade in the ground, concentrating her aura on the shape of a protective wall with an elevated firing platform; it was the standard field-defense structure easily erected with stone or ice Dust, and a brief glance to her either side confirmed that she was in sync with the engineers, for soon a five-foot high semicircle of solid slate, backed by a platform two feet above street level enclosed the entrance of the stadium.

Even as the greater mass of Grimm crashed against the new obstacle though, some of the slavering beasts were not deterred. Either leaping up under their own power or scrambling over the bodies of their hideous brethren, numerous Grimm – mostly Beowolves, though a King Taijitu reared its ugly head a dozen yards to the right until a storm of concentrated fire reduced it to bones and ashes – swiftly surmounted the wall. An eight foot tall lupine behemoth landed, snarling at Weiss's right side before she could pull Myrtenaster from the stone, and her eyes went wide – until four shots cracked the air by Weiss's ear, connecting with the beast's chest. In the next instant, Nadia had lunged across Weiss's field of vision and, with the push of a button, extended a combat knife from the grip of her pistol, slitting the beast's throat open just before its torso exploded. As the thing dissolved, Nadia turned, gasping.

"Are… Are you okay…?"

Weiss nodded, dumbstruck as she accepted the hand up, "Yeah… thanks," She shook her head, "but you didn't need to get close like that. It was dead enough."

Nadia shrugged, pivoting to resume firing over the edge and into the mob of Grimm. "A huntress is a sword, right? It doesn't matter if a sword breaks as long as it does its job…"

Weiss looked away. "Some people are just sentimental enough to-"

"Deathstalker!"

Both young Huntresses snapped to attention in the direction from which the warning had sounded. Lumbering over the wall upon a heap of dead Ursa and Beowolves was indeed one of the large, scorpion-like Grimm that had been named, bearing down on the defenders, its thickly armored exoskeleton cracked in various places from the barrage, but shielding it from the worst effects. The titan beast's huge tail surged forward to strike at the nearest soldier, only narrowly missing as he dove clear, cracking the floor of the defensive edifice. It was a large specimen, even for the naturally daunting breed of Grim and discipline threatened to break before it.

"We have to-"

"All hands, maintain fire!" came the Colonel's order as she slotted a fresh clip into her rifle, "no more get over that wall!"

"We have to help-!"

Weiss shook her head, cutting off Nadia's well-intentioned call for mutiny. "Trust me; we do our job,she'll take care of it…" She punctuated the point by firing a volley of icicle barbs over the top and impaling two oncoming Ursai. "We just have to make sure no moreget through!"

Shakily nodding, though clearly unconvinced, Nadia turned to empty her magazine into the oncoming horde, but when she ducked to reload, back to the wall, she couldn't help fixating upon the struggle going on behind all their backs. The Deathstalker made a swipe for the Colonel with one of its massive pincers, but she stepped back just out of reach. She exploited the opening by bringing up her rifle – in one hand –and firing off one of the heavy caliber rounds into the joint where the thing's pincer linked up to its arm, and it bellowed in pain. As the Dust-imbued round exploded, it shrieked,and the pincer fell to the ground when the arm disintegrated. She stepped away from the beast's retaliatory pincer as she pivoted on the follow-through from her swing, and slashed at the vulnerable joint between sections of armor plating with her bayonet, rendering the Deathstalker's remaining pincer limp. Nadia was about to scream a warning about the thing's giant stinger as it snapped forward to strike at Stahlkreuz, but it was unneeded; Stahlkreuz raised her free hand to the striking stinger, and to Nadia's shock and relief, the deadly barb simply… stoppedat her palm.

Is that her… semblance?Nadia thought in wonder, seeing none of the distortion in the air she'd come to associate with a more typical defensive aura projection in her admittedly limited training, It just stopped cold…

The Colonel's face was as though etched from granite. Weiss, if not Nadia, knew from somewhat longer past experience training under the woman that her Semblance would have utterly canceledthe striking stinger's momentum upon contact with her skin, but it wouldn't spare her responsibility for the bold move; she suffered no bodilyharm, but she felteverything, and only sheer discipline could keep her on her feet, for if her concentration slipped, she'd be as vulnerable as anyone else – but it wouldn't come to that. With a flourish, Stahlkreuz swept her weapon in an upward arc, severing the stinger before withdrawing a step to get out from under it and, leveling her rifle at one of the emasculated beast's eyes, pulled the trigger-

"Nadia! Focus!" Weiss shouted.

Nadia shook herself back to her senses, slamming her fresh magazine home and preparing to fire over the top again, secure in the knowledge that her back was indeed covered, "R-right! No more get-!" Nadia's words died and her eyes shot wide as, past the yawning entrance of the stadium behind the line, she saw a familiar silhouette in a crimson dress… "Her!"

"Nadia! What are you doing!?" Weiss shouted as Nadia abandoned the rampart. Nadia did not escape the colonel's notice either.

"Cadet!"

Weiss exchanged a look with the furious Stahlkreuz, who nodded without a word and returned to firing, and Weiss detached herself from the wall as well. Dammit Nadia! What are you doing!?

"What the hell'sgoing on!?" Yang shouted, deploying Ember Celica.

She wasn't alone. It seemed like everyone in the stadium who wasn't screaming in panic was asking the same question – and most of themwere getting ready for a fight as well. On the other side of the combatant seating section, Yang could justsee Team JNPR arming themselves, Ren scanning the stands and Pyrrha making a beeline for the rim of the stadium for a look outside. All the tournament display screens had gone dead, but when she looked down on the arena, Yang's eyes went wide as realization dawned on her.

"Oh shit…"

Blake and Mina's 'opponents' had just donned White Fang Grimm masks, and judging by a fresh wave of screams scattered throughout the audience, they weren't the only ones. A quick glance to a few other parts of the stadium confirmed the sinking dread in the pit of the Blonde's stomach. There were White Fang members in the audience – maybe one in a hundred – but one of every hundred in a space packed with tens of thousandsof people was still a lot,especially when the one percent had weapons and the honest festivalgoers didn't.

"YAANG!" Ruby shouted, running to her sister's side, "what's happening!? Where's Weiss!?"

"I think we've got a bigger problem Sis…"

Ruby traced the path of Yang's glance and shakily nodded her agreement, but then she realized what was happening down in the arena as the huge White Fang fighter revved his chainsaw below. "Oh my God! Blake and Mina-!"

"And everybody else." Yang got Ruby's attention back, grabbing her shoulder.

Nodding, Ruby's eyes shot wide as she whirled, hefting Crescent Rose in its folded form to fire up the stands to knock a Grimm-masked fighter down as he entered the seating area, then, turning to Yang, she made her decision. "We have to protect the civilians…" Ruby hesitated, but she held firm, "Blake, Mina, and Weiss can… They'll have tohold their own."

Yang gritted her teeth, Ruby was right – and she herself had been thinking the same thing. "This is gonna be tight…"

"Everybody! Fan out! We have to get this under control!" Both sisters' attention snapped to Jaune of all people, who, in his own flimsy way was trying to rally the young huntsmen and huntresses in the audience. "We've got to protect these people!"

Yang smiled despite everything. "I think he's got the right idea."

"Let's go!" Ruby concluded, before bolting off in the direction of a hand full of White Fang insurgents, and spotting another handful of them in the other direction, Yang didn't hesitate to act either, and nor did their other peers in the section.

Building up a battle cry as she went, Yang vaulted over the railing separating the combatant seating section from the next bank of rows over, putting all that momentum into a kickas she did so. Her boot connected with the head of a White-Fang fighter menacing some terrified spectators with a gun, and he went crashing down the sloped tiers of seating like a ton of bricks. The next two weren't caught by surprise as they rushed down the steps to fall on her with their swords, but they went down just as easy; she socked one to the jaw and another to the solar-plexus, and both of them crumpled. Armed they might be, but these jerksdidn't know what they were doing, let alone who they were messing with. Still, she cringed as some stray flack tore into the ground right next toa screaming, defenseless kid as all the other spectators tried to take cover.

Dammit… somebody's gonna get hurt! There's too many people here!That sinking realization was suddenly followed by a considerably more horrible moment when the sun seemed to be blotted out, and Yang looked up, eyes wide. "Oh shit no!" Overhead, between Yang and the sun was a flight of mid-sized Nevermores, cawing viciously to each other as they took a descending spiral pattern over the thronging mass of panicked humanity. Yang's jaw clenched, and swiftly her dread was overwhelmed by anger as she spotted another Grimm mask down the steps, and charged. "You bastards!"

The White fang foot soldier broke off her attempt to seem menacing when she saw Yang bearing down on her, though only realized far too late how thoroughly she needed to rethink her life. Several of her cohorts weren't so quick on the uptake either though, as when Yang felled the first with a single fist, two more from above opened up on her with pistols. Yang whirled on them, eyes steadily reddening as, with a punch she fired off a smoldering shotgun shell that sailed harmlessly over their – and the spectators' – heads, but it did its job. They ducked for cover from the harmless round and Yang bolted up the steps to get on the same level before rounding the corner into the aisle that her two attackers had been standing in, much like the aisles between every thirty or so rows, and barreled into the first of them, eyes ablaze.

"You are sogonna be begging for jail when I'm done with you!"

"A-Adam…"

It could be no one else. The horns, the flame-red hair, the black jacket… Adam Taurus, in the flesh, and going by the chaos erupting in the stands and outside the arena, he'd come to claim another pound of it. He stood, all the more menacing for his smugly casual pose, backed by the biggest White Fang fighter Blake knew of. She'd seen him before when she and Mina were in the organization together, but she never had gotten his name, though that chainsaw was a bigger concern at the present. Adam himself hadn't drawn his sword – but then, he almost never did unless he was cutting something – or someone –down, and both Blake and Mina knew better than to relax for even a second. Blake had a blade at the ready in each hand, and Mina had taken up her fighting stance beside her, a mask of determination on her face.

Mina feared them – Blake knew that – but it was a different sort of fear than that which she'd had of Nadia. Nadia Undine had instilled something far deeper and less rational than bodily harm in Mina, something far beyond even Adam'spower, but the bat Faunus was just as on edge, afraid not of being taken away from Blake, but of losing hernow…

I won't let that happen…

"I couldn't have plannedthis better…" Adam responded to Blake's implied demand for answers, "never thought when the Witchsaid to screw with the tournament that I'd end up with the chance to put you in yourplace."

"Touch her and die…" Mina came between Blake and their former ringleader. She was deadly serious, but whether or not she could make good the threat was another matter… Still, in those four little words, all the menace, all the venomous hatepossible to Mina was displayed. All that Mina had ever learned in the White fang – all the hate – save that it was aimed squarely back at those who'd taught it to her.

"And you brought your little bloodsucking whore, too…" Adam sneered, loosening Wilt from his sheath. "You two been enjoying yourselves I take it?"

Blake didn't rise to it. "You're insane Adam… This… this is…"

"Justice," the mammoth Lieutenant growled, revving his chainsaw, "in blood…"

Adam chuckled darkly. "You should love it, whore…"

Mina's fingers tightened around the grips of her stakes. "Sticks and stones…"

"But she'sthe only way to hurt you…" He finished, nodding Blake's way. "Never could sell you on the cause. I suppose it's my fault that I didn't think I needed to as long as she stuck around. It's a pity you never came back around. This is gonna be such a waste."

"What have you done…?" Blake demanded, catching horrified sight of a mid-sized Nevermore drifting overhead.

"Just shown these people what it's like outside the walls," he said smugly, "but that's not your problem right now…"

Blake didn't have the chance to offer any more righteous indignation though - She had to concentrate on blocking her former leader's blade. He struck against her with such force that she skidded back upon blocking, but she managed it, and Mina was quick to sling her stakes in an arc at the end of two wires to prevent him from following up straight away, but Adam's own partner returned the favor with a wide slash of his chainsaw. Mina dropped to a knee and pivoted to evade, her Semblance having warned her of the imminent threat, and once below the vicious swipe, she pivoted, sweeping a leg to kick one of the huge Faunus's trunk-like legs. He staggered, but didn't fall, and was bringing his saw up for a vertical blow when Blake was forced to concentrate on Adam once more.

Mina can handle this!Blake told herself as she sidestepped one of Adam's slashes , leaving an after-image to take the blow, she's a big girl… but if you let yourself go down, she won't last…

She parried, sidestepped, lost ground. Wash, rinse, repeat. Adam was just too good – too fast – and her semblance bought her precious little and less time the more she used it. Adam knew all her tricks – they'd been through too much together for him not to, and now all that strength and skill that she'd put her confidence in then was turned upon her,and she was steadily realizing that she couldn't handle it.

The more he hits you, the more he will – you have to stay ahead of him!

She managed to get Gambol shroud inside of Adams stroke, swatting the blade away before retaliating with a slash of her own. Before it could connect though, Blake had to abort the attack to roll out of the way of the barrel of Adam's shotgun, Flush,leaving yet another after-image to take the hit. She nearly rolled directly into the Lieutenant's chainsaw as he swung for and missed Mina again, but the thousand little strikes and cuts that Mina landed never seemed to slow him down. Blake had to flatten herself to the ground to avoid the weapon's ripping teeth, but that completely botched her rhythm, and Adam had never been forgiving…

Adam chuckled darkly as he swaggered over her, slowly and deliberately drawing his sword from his sheath. "You know Blake, I reallywish I didn't have to do this-,"

"Dearest, no!"

Blake's lungs screamed for air as Adam kicked her in the side, winding her and sending her head spinning. She blinked rapidly, frantically trying to recover her ability to see straight, but only succeeded in time to glimpse Wilt coming down to meet her.

Hello all, and a huge apology for how long this has taken to get posted; my life's just been getting busier lately, and I haven't been able to write as much. Still, fear not, thiswillget finished – in approximately 4-5 chapters… As far as this little cliffhanger goes… I apologize for that too, but I hope that you enjoyed this nonetheless, and as usual, a big Thank-You to KillamriX88 for the edits, and less typically, to Zarock113 for the concept for Nadia's weapon. Have a good one.